of the Merger” on page 108. William Penn shareholders should also consult their own tax advisors for a full understanding of the U.S. federal income tax and other tax consequences of the merger as they apply specifically to them. Accounting Treatment of the Merger (page 107) Mid Penn will account for this transaction as a business combination under the acquisition method. On the acquisition date, Mid Penn will record at fair value the identifiable assets acquired and the liabilities assumed, any noncontrolling interest, and goodwill (or a gain from a bargain purchase). The results of operations for the combined company will be reported prospectively subsequent to the acquisition date. Market Prices and Share Information Mid Penn common stock is listed on The Nasdaq Global Market under the symbol “MPB.” William Penn common stock is quoted on the Nasdaq Capital Market under the symbol “WMPN.” The table below shows the last sale price of Mid Penn common stock and William Penn common stock, and the value of Mid Penn common stock received per share of William Penn common stock based upon the exchange ratio, on October 31, 2024 (the last full trading day prior to announcement of the execution of the merger agreement) and February 6, 2025 (the latest practicable trading day prior to the date of these materials). Mid Penn Common Stock William Penn Common Stock Exchange Ratio Equivalent Per Share Value: October 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $31.59 $12.74 0.426 $13.46 At February 6, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . $30.28 $12.58 0.426 $12.90 Because the exchange ratio is fixed and will be adjusted only in limited circumstances, including if Mid Penn declares any stock dividends or effects a stock split or reverse stock split, and the market price of Mid Penn common stock will fluctuate prior to the merger, the pro forma equivalent price per share of William Penn common stock will also fluctuate prior to the merger. William Penn shareholders will not know the final equivalent price per share of William Penn common stock when they vote on the merger. This information relates to the value of shares of William Penn common stock that will be converted into shares of Mid Penn common stock in the merger. You should obtain current stock price quotations for the shares. Following completion of the merger, current Mid Penn shareholders will own in the aggregate approximately 83.15% of the outstanding shares of Mid Penn common stock and William Penn shareholders will own approximately 16.85% of the outstanding shares of Mid Penn common stock. Opinion of William Penn’s Financial Advisor (page 57) At the October 31, 2024 meeting at which the William Penn board of directors considered and approved the merger agreement, William Penn’s financial advisor, Piper Sandler & Co., or Piper Sandler, delivered its oral opinion to William Penn’s board of directors, which was subsequently confirmed in writing, to the effect that, as of October 31, 2024, subject to the procedures followed, assumptions made, matters considered and qualifications and limitations described in Piper Sandler’s opinion, the exchange ratio was fair, from a financial point of view, to William Penn common equity shareholders. The full text of Piper Sandler’s opinion is attached as Annex B to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. William Penn shareholders should read the opinion and the summary description of Piper Sandler’s opinion contained in this joint proxy statement/prospectus carefully in their entirety. 16
RkJQdWJsaXNoZXIy NTYwMjI1